Terms and Conditions
1	Charges and Payments

1.1	Fees and charges are detailed in the Work Statement.

1.2	All fees and expenses due will be payable 30 (thirty) days from date of invoice. The charges do not include taxes or duties. VAT will be charged at the rate current at the date of invoice.

2	Term and Termination

2.1	This Agreement shall commence on its Effective Date and shall continue unless and until terminated in accordance with this Clause 2. 

2.2	Either party may terminate this Agreement at any time by giving 90 days written notice. In the event of any such termination, AgileCadence shall be compensated pro rata for professional fees and expenses incurred with respect to services performed through the effective date of termination but will not be entitled to any additional compensation.

2.3	This Agreement may be terminated by either party with immediate effect by written notice if the other shall become bankrupt or make any arrangement with its creditors, becomes insolvent, enters into receivership or liquidation, takes any action for voluntary winding-up otherwise than for the purpose of a solvent reconstruction or amalgamation or ceases to carry on business.

2.4	Termination of this Agreement shall not prejudice any provision herein which is expressed to remain in effect despite such termination and shall not prejudice any right of either party which shall have accrued on or before such termination.

3	Force Majeure

3.1	Neither AgileCadence nor Client shall be liable in respect of any breach of this Agreement due to any cause beyond its reasonable control including but not limited to Act of God, inclement weather, flood, lightning, fire, industrial action, any act or omission of Government or any other competent authority, war, act of terrorism, military operations, riot or the act or omission of any party for whom AgileCadence or Client (as appropriate) is not responsible.

4	Indemnity

4.1	AgileCadence shall indemnify Client in respect of personal injury or death to any person or loss or damage to property, excluding loss of, or damage to data or documents or other software, caused directly by the acts or omissions of AgileCadence or its employees in connection with the provision of Services, other than where the Services have been carried out pursuant to Client’s instructions.

4.2	Except in respect of personal injury or death caused by negligence and except as provided in clause 4.1 AgileCadence 's total liability for damage to property shall be limited to the lesser of £100,000 (One Hundred Thousand Pounds Sterling) or the fees due under this Agreement in the year in which a claim arises for any one event or connected events. 

4.3	Notwithstanding any other provision of this Agreement in no event shall either party be liable for indirect or consequential loss of whatever nature, howsoever caused, whether occurring in contract, tort, negligence or otherwise.
5	Warranty

5.1	All Services provided by AgileCadence shall be performed with reasonable skill and care. Any deficiencies in the Services must be reported to AgileCadence in writing within 30 (thirty) days of completion of those Services. This warranty is exclusive and in lieu of all other warranties and conditions, whether express or implied and nothing herein shall constitute a warranty of merchantability or fitness for a particular purpose.  Nothing in any description of Services is intended by AgileCadence as an additional warranty.

5.2	AgileCadence will re-perform the Services to remedy any breach of warranty.  If AgileCadence does not re-perform the Services as warranted, Client will be entitled, as exclusive remedy, to recover the fees paid to AgileCadence for that part of the Services delivered which is deficient.

6	Work Products

6.1	In connection with the Services, AgileCadence may provide Client with reports, analyses or other such materials (the "Materials"). Client understands and agrees that any such Materials will be furnished solely for its internal use and may not be provided in whole or in part to any other person other than its directors, officers and employees without the prior written consent of AgileCadence.

6.2	Client shall have a perpetual, irrevocable, non-transferable, paid-up right and license to use and copy the Materials and prepare derivative works based on the Materials for its internal use. All other rights in the Materials, remain in and/or are assigned to AgileCadence. The parties will cooperate with each other and execute such other documents as may be appropriate to achieve the objectives of this Section.

6.3	Client acknowledges that AgileCadence may develop for itself, or for others, information similar to the Materials and nothing contained herein precludes AgileCadence from developing or disclosing such materials and information provided that the same do not contain or reflect Confidential Information.

7	Confidential Information

7.1	AgileCadence and Client shall keep strictly confidential any information on the business of the other party obtained or provided during, and for a period of 3 (three) years following the termination of this Agreement, whether in written, oral or electronic form, and shall not disclose all or any part of this information to any third party without the prior written consent of the other party except as provided in clause 7.2.

7.2	Clause 7.1 shall not apply to information which:
-	is in or comes within the public domain other than by breach of this Agreement; and/or
-	was already in possession of one party prior to receipt from the other party; and/or
-	is received from a third party free from restriction; and/or
-	is obliged to be produced as a result of a court order or pursuant to Governmental action, provided that the disclosing party shall have been given prior written notice of such court order or Governmental action and an opportunity to appear and object.

8	Amendment

8.1	Any amendment of this Agreement must be agreed in writing and signed by duly authorised representatives of both parties. 

9	Severability

9.1	If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, in whole or in part, such term, part or provision shall to the extent reasonably possible be construed in a manner so as to be enforceable and the remainder of this Agreement shall remain in full force and effect and in no way be affected, impaired or invalidated, except by reason thereof the fundamental nature of this Agreement is thereby frustrated.

10	Waiver

10.1	The failure of either party at any time to enforce any provisions of this Agreement shall in no way affect that party’s rights thereafter to require complete performance by the other party hereto, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.

11	Whole Agreement

11.1	This Agreement constitutes the entire Agreement between AgileCadence and Client as to the subject matter hereof and supersedes all previous communications, representations and agreements, whether written or oral, and Client hereby acknowledges that no reliance is placed on any representation made but not embodied in this Agreement.  

11.2	The licence granted to Client under this Agreement is personal to Client who shall neither assign nor part with nor sub-let any interest in it or grant any right under it to any third party or seek to exercise the licence granted hereunder for the benefit of or on behalf of a third party without the prior written consent of AgileCadence. AgileCadence shall be entitled to sub-contract or sub-let any part of the Services but shall not assign this Agreement without the prior written consent of Client.

12	Notices

12.1	All legal notices relating to this Agreement shall be given by first class post or facsimile confirmed by letter to the address above and shall be deemed to have been delivered after 48 hours if posted or on receipt of facsimile.

13	Headings

13.1	The headings of the clauses of this Agreement are provided for convenience only and shall not contribute to the meaning or construction of said clauses.

14	Law

14.1	The construction, validity and performance of this Agreement shall be governed by English law and each party hereto submits to the exclusive jurisdiction of the English courts.